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deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time leames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a contlict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreemeut may not be modi lied except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, ur in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. bach party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party. or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMF,NT Inasmuch as this Agreement is intended to secure the specialized services of ConsultnnL Consultant may not assign, transfer, delegate, or subcontract any interest herein \vithoul the prior \vriUen conscnt ofthc City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ahility to have any of the services which arc the subject to this Agreement performed by City personnel or by other consultants retained hy City. 12. TERMINATION This Agreement may be terminated hy the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt ufsuch notice of termination, subject to the following conditions: u. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specitied in the Recitals of this Agreement. 13. I>ISCRIMINATlON Consultant shall not discriminate because of race, COIOL creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry', or disability, as defined and prohibited 4